Disclaimer: Don't own, all hail the BBC and RTD… However, in service of my craft and my passion for the Whoniverse, I'm gonna take 'em for a spin.

A/N: after re-watching Midnight, and writing my first DW fic, I couldn't get these lines out of my head. BTW: Christina Rossetti- awesome poet, the title of the poem, is, "The Goblin Market." This is set from the POV of the creature.

It knows emptiness, and silence. Nearby, the diamond-fall has shattered into a blinding shower of prisms for the relentless Xtonic sun. This is freedom. Trapped so long, in the dark, behind carbon compressed into a million colours, now the walls have shattered. The landscape is empty, as empty as its prison. Nothing but the crystal formations, and…wait. Something there now, across the surface, something is moving. Reaching towards the shape on the horizon, it senses one of the life forms has seen the shape and shadows it wears. This strange metal container, it lumbers like the beasts that roamed the crystal plains before the star became poison to them. So full of thoughts and words and voices! Gliding over the surface of the metal box, caressing it like a pet, it hears laughter from the weak life forms inside.

With an act of will, the mere flexing of long-unused power, the metal box ceases its movement. It can feel the flickers of concern, and fear among the puny beings locked inside the protective shell of metal. It needs a way in. Inside, it can mine them. Sift through their knowledge and memories. Seize the energy of their voices. It can have form, a solid shape, and a voice once more. To conquer these weak, insubstantial life forms, all it needs is a voice.

Its mind is a claw, a scythe, a battering ram, and it plays with the metal box. Shuffling through the surface images they project, it finds an image of a feline and rodent, that is what it does to the metal box, and the image pleases it. They make noise, and he mimics it, as the fear they project gets stronger. Then, there it is...the way in.

This one, this one felt terror. This one is full of darkness already, weak with it, burning with it, drowning in it…

They call the flesh Skye; they call it Mrs. Silvestry. This form is strange, limited and weak. It burns through the mind, feeding, absorbing, and learning all the concepts it contained. Processing takes time, and then, OH, and then... With this mind, it could conquer a universe. It speaks to the flesh, kneels before the flesh. This mind projects concern, and curiosity, and a consciousness that could sate the endless hunger of a thousand years' imprisonment. Watching the flesh of the shimmering mind, it experiments with the voice of the flesh it wears. The voice lets it see how the other beings respond. It learns more, the more they speak. Repeating their words back at them, it learns what this language does, the order of things, and the sound of it.

The Doctor, they call it the Doctor, the shimmering mind speaks to the weak ones, makes them withdraw. The fear radiates from them, like the heat off the diamond-cage it had waited in, warping the air. The Doctor is suspicious. Then the little girl says something that amuses it, because it frightens the others. Fear tastes so sweet, pungent and rich with the minds behind it.

"We must not look at goblin men. We must not buy their fruits. Who knows upon what soil they fed their hungry, thirsty roots." These words taste like their fear. They are so easy to pierce and suck dry, like the melons and citrus the girl is picturing.

"We must not look at goblin men. We must not buy their fruit. Who knows upon what soil they fed their hungry, thirsty roots…Their offers should not charm us, their evil gifts would harm us…a voice like voice of doves. Cooing together: They sounded kind and full of loves…turned and trooped the goblin men, with their shrill repeated cry, 'Come buy, Come buy…' With its iterated jingle of sugar-baited words…"

She is screaming words in her head; she is not blinded by the reassurances and blustering of the men, or the shrill, quaking denial of the women. When it consumes the bright, crystalline mind of the Doctor, then it will take the girl. She has such spirit, such logic, and such fluid leaps of intuition. The girl is like a sweet, ripe plum, dripping with juice.

There is a thrill of anticipation, and the wonder that in their frailty, they are not homogenous in their reactions. There is similarity, and cohesion, but there are subtle variations in them. This one fights, the boy scoffs, the old man protests, the mate-pair screeches, and the other woman, she tries to work out the puzzle. Skye, the flesh, she screamed. Yet, she welcomed the oblivion that washed over her -no different from the arid landscape of her consciousness, rent in two. The Doctor, though...that agile, questioning mind, offering help. He would succour it and nurture it, but not blindly, not without caution. This one is dangerous.

The Doctor speaks to the flesh again. That voice, that voice could bring a world to its knees without shedding one drop of blood. They want to be rid of the strangeness, they want to push their fear away, the Doctor speaks to them, but the fear is stronger. These frail ones, people…they hate their weakness, they hate their fear, and Skye is an easy vessel for that hate. Oh…the way that tastes, the bitter, salt-and-metal flavour of the hate of their own mortality. It gorges on it, and the undercurrent of the Doctor's frantic desire to protect heightens the pleasure.

All the while, it winds, whispers and wraps itself around their defenceless minds, absorbing and amplifying the weakness. They feel it, not knowing what it is. They possess a primitive consciousness, but they are enough to sustain and strengthen it.

At last, it has stripped all it can from the surface of the human shells. It releases them, and concentrates on the Doctor. Such a mind, such a voice, but even this one knows fear, now. Slowly, it focuses, the voice washes over it, and through it, and then… it has him.

So much, he's seen, and done. The loneliness is vast, as vast as the horizon of this planet. It insinuates its mind through this one, slowly, to savour the meal. All of the shades and nuances of thought in this one, like the sun shining through the diamond wall that had trapped it forever. It makes him speak, like Skye, and it sees through both of their eyes. The Doctor and Skye: One already consumed and the other about to be.

It is Skye's voice, it is the Doctor's voice, and as it speaks through the female's flesh, it knows that soon, they Doctor's flesh will be gone. They are ready to slaughter their own infants, if it means a release from this presence. It makes the Skye-flesh simper, and plead, and then it twists them all to its will. It will see the Doctor's flesh reduced to atoms, using these humans, so easily manipulated in their fear. They will make a pyre of each other, to escape the loss of control. A nudge here, a nudge there, the woman is the easiest of all, cowering in her mind, very like the mouse before the cat. "Throw him out...Molto bene...allons-y!"

The fever pitch of the Doctor's fear had glutted its consciousness, and made it careless. In a moment, the one they called hostess had pulled it out onto the surface, immolating herself, and the Skye-flesh. It released the Doctor, and fled. Lingering behind a sapphire formation, it longs for that mind. The rest of them, weak and puny, the young ones had some steel in them, but unshaped and unsuited for the task. The Doctor, the Doctor was all things, all times, so much sorrow and rage and love and regret; a feast of memory and emotion, gone now.

It ran, leaving a whisper of its shadow in them, knowing that there would be other weak ones, other chances for escape. Until then, it would retreat to the darkness, away from the blinding, burning Xtonic sun. The little girl's voice ripples in its consciousness, "We must not look at goblin men…" The fear still tastes sweet and rich, like fruit so ripe that it's rotten. It can wait, for millennia. The Doctor knows this, and his knowledge reaches like a dagger into the centre of its consciousness.
Still, it waits.